<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- --------------------------------------------------------------------------------
WESTMINSTER CAPITAL, INC.
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(3).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(j)(2).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WESTMINSTER CAPITAL, INC.
April 18, 1995
Dear Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of
Stockholders (the "Annual Meeting") of Westminster Capital, Inc. (the
"Company"), scheduled to be held on Tuesday, June 13, 1995, at The Regent
Beverly Wilshire Hotel, La Fiesta Room, 9500 Wilshire Boulevard, Beverly Hills,
California, at 9:00 a.m. local time. At the Annual Meeting, you will be asked
(i) to elect eight directors to the Board of Directors of the Company to serve
until the 1996 Annual Meeting of Stockholders and (ii) to transact such other
business as may properly come before the Annual Meeting.
Your Board of Directors has approved the nominees for election as set
forth in the accompanying Proxy Statement as being in the best interests of the
Company and recommends that you vote FOR the persons it has nominated for
election to the Board of Directors.
Your vote is very important, regardless of the number of shares you
own. Whether or not you plan to attend the Annual Meeting in person, we urge
you to sign, date and return the enclosed proxy card promptly in the
accompanying postage prepaid envelope. You may, of course, attend the Annual
Meeting and vote in person even if you have previously returned your proxy card.
Sincerely yours,
/s/ William Belzberg
William Belzberg
Chairman of the Board and
Chief Executive Officer
IMPORTANT: If your shares are held in the name of a brokerage firm or nominee,
only they can execute a proxy on your behalf. To ensure that your shares are
voted, we urge you to telephone the individual responsible for your account
immediately and direct him or her to execute a proxy on your behalf.
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
- --------------------------------------------------------------------------------
<PAGE>
WESTMINSTER CAPITAL, INC.
April 18, 1995
Dear Stockholder:
The 1995 Annual Meeting of Stockholders (the "Annual Meeting") of
Westminster Capital, Inc., a Delaware corporation (the "Company"), will be held
at The Regent Beverly Wilshire Hotel, La Fiesta Room, 9500 Wilshire Boulevard,
Beverly Hills, California, on Tuesday, June 13, 1995, at 9:00 a.m. local time,
subject to adjournment or postponement by the Board of Directors of the Company,
for the following purposes:
1. To elect eight persons to the Board of Directors to serve until
the 1996 Annual Meeting of Stockholders and until their successors are duly
elected and qualified; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
Only holders of record of the Common Stock, Par Value $1.00 per share,
of the Company on April 14, 1995 will be entitled to notice of and vote at the
Annual Meeting or any adjournment or postponement thereof.
Prior to the voting thereof, a proxy may be revoked by the person
executing such proxy by (i) filing with the Secretary of the Company, prior to
the commencement of the Annual Meeting, either a written notice of revocation or
a duly elected proxy bearing a later date or by (ii) voting in person at the
Annual Meeting.
By order of the Board of Directors,
/s/ William Belzberg
William Belzberg
Chairman of the Board
Beverly Hills, California
April 18, 1995
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
WESTMINSTER CAPITAL, INC.
9665 WILSHIRE BOULEVARD
SUITE M-10
BEVERLY HILLS, CA 90212
(310) 278-1930
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 1995
- --------------------------------------------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board of Directors") of Westminster Capital,
Inc., a Delaware corporation (the "Company"), of proxies for use at the 1995
Annual Meeting of Stockholders of the Company (the "Annual Meeting") scheduled
to be held at The Regent Beverly Wilshire Hotel, 9500 Wilshire Boulevard,
Beverly Hills, California on June 13, 1995 at 9:00 a.m. local time, and at any
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. Shares represented by
properly executed proxies received by the Company will be voted at the Annual
Meeting in the manner specified therein, or, if no instructions are marked on
the enclosed proxy card, FOR each of the nominee's for director as identified on
the card (as more fully described below under "Record Date and Voting").
Although management does not know of any other matter to be acted upon at the
Annual Meeting, shares represented by valid proxies will be voted by the persons
named on the accompanying proxy card in accordance with their respective best
judgment with respect to any other matters which may properly come before the
meeting.
Execution of a proxy will not in any way affect a stockholder's right
to attend the Annual Meeting and vote in person, and any person giving a proxy
has the right to revoke it at any time before it is exercised by (i) filing with
the Secretary of the Company, prior to the commencement of the Annual Meeting, a
duly executed instrument dated subsequent to such proxy revoking the same or a
duly executed proxy bearing a later date or (ii) attending the Annual Meeting
and voting in person.
The mailing address of the principal executive offices of the Company
is 9665 Wilshire Boulevard, Suite M-10, Beverly Hills, California 90212, and its
telephone number is (310) 278-1930. The approximate date on which this Proxy
Statement and the enclosed proxy cards are first being sent to stockholders is
April 21, 1995.
RECORD DATE AND VOTING
Only stockholders of record of the Common Stock, Par Value $1.00 per
share, of the Company (the "Common Stock") at the close of business on April 14,
1995 will be entitled to notice of and to vote at the Annual Meeting. As of
such date there were 7,814,607 shares of Common Stock outstanding.
Holders of the Common Stock have cumulative voting rights with respect
to the election of directors. Therefore each stockholder will be entitled to
that number of votes equal to the number of his or her shares multiplied by
eight, which is the number of directors to be elected. The stockholder may
<PAGE>
(i) vote for the election of all of the nominees, in which case an amount equal
to the number of shares held by such stockholder will be counted as voting for
the election of each nominee, (ii) withhold his or her votes with respect to all
nominees, or (iii) cast all of his or her votes for a single nominee or
distribute them among the nominees as he or she sees fit. The eight nominees
receiving the highest number of votes will be elected.
Shares represented by a properly executed proxy card received by the
Company will be counted in the manner specified therein or, if no instructions
are marked on the enclosed proxy, for each of the director nominees in an amount
equal to the number of shares held by the person(s) executing the proxy. If a
holder indicates his or her intention to vote for the election of only certain
nominees and fails to indicate the number of votes for each such nominee, such
holder's total votes (less any specifically allocated by such holder) will be
allocated equally among the nominees named by such holder and for whom no votes
have been specifically allocated by the holder. Similarly, if a holder chooses
to vote for the election of only certain nominees and indicates a total number
of votes in excess of the number of shares held by such holder multiplied by
eight, the total number of votes entitled to be cast by the holder will be
divided as equally as possible (without fractional votes) among the nominees
indicated by the holder and any votes which cannot be allocated evenly will
remain unvoted. In the event any nominee named on the proxy card is not
available (an event which is not anticipated), proxy holders will vote for a
substitute nominee in their discretion. If any person other than those named on
the proxy card is nominated as a candidate by persons other than the Board of
Directors, the proxies may be voted in favor of any one or more of the nominees
named on the proxy card to the exclusion of others and in such order of
preference as the proxy holders may determine in their discretion, except that
no proxy will be voted for a nominee as to whom an intention to withhold
authority to vote is indicated.
Stockholders are entitled to one vote per share of Common Stock held
by them with respect to all matters other than the election of directors, and
generally the affirmative vote of the holders of a majority of the shares
present at the meeting or represented by proxy is required to take any action on
such matters.
The rules of the New York and American Stock Exchanges permit member
organizations ("brokers") to vote shares on behalf of beneficial owners in the
absence of instructions from beneficial owners, but only on certain "routine"
matters, including the election of directors. The rules do not permit such
votes on "non-routine" matters. Situations where Brokers are unable to vote on
non-routine matters are referred to as "broker non-votes." Broker non-votes are
not counted as present for purposes of determining a quorum. However, since the
only matter expected to be considered at the Annual Meeting is the election of
directors, a matter upon which brokers are permitted to vote in the absence of
instructions from beneficial owners, broker non-votes are not expected to affect
either the determination of a quorum for the meeting or the voting for election
of directors.
Abstentions are not counted as votes cast either for or against a
particular matter, but on matters requiring a majority vote of either the number
of shares represented at the meeting or the number of shares outstanding, an
abstention has the effect of a negative vote. Shares abstaining are normally
counted for purposes of determining the presence of a quorum, but abstentions
are not permitted with respect to the election of directors and therefore are
not expected to affect the determination of a quorum for the Annual Meeting.
SOLICITATION
The cost of preparing, assembling and mailing this Proxy Statement and
the proxy card will be paid by the Company. Following the mailing of this Proxy
Statement, directors and officers of the Company may solicit consents by mail,
telephone, telegraph or personal interview. Such persons will receive no
additional compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Common Stock of record
will be requested to forward the consent soliciting material to the beneficial
owners of such shares and will be reimbursed by the Company for their reasonable
charges and expenses in connection therewith.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently comprised of six
directors who are elected annually. The Board of Directors has nominated the
eight persons listed in the table below as candidates for election by the
stockholders. Six of the candidates are currently directors of the Company.
The term of each person elected as a director will continue until the 1996
Annual Meeting of Stockholders and until his or her successor is elected.
Dwight C. Baum
Keenan Behrle
Hyman Belzberg
Samuel Belzberg
William Belzberg
Barbara C. George
Monty Hall
Lester Ziffren
Mr. Baum, age 82, has been a director of the Company since 1967. He
is a Senior Vice President of Paine Webber Inc., an investment banking firm.
Mr. Baum has been an officer of that firm or its predecessor, Blyth Eastman
Dillon & Co., for more than the past five years. He is also a director of the
Dominguez Water Services Corporation and of the Measurex Corporation and is
Chairman of the Board of Directors of United Cities Gas Company.
Mr. Behrle, age 52, has been a director of the Company since 1985.
Since November 1, 1993, he has been self-employed in real estate development.
Prior thereto he served as President of Metropolitan Development Inc. (formerly
First City Properties, Inc.), a real estate development company located in Los
Angeles, California, a position he had held since May 1991. Prior thereto he
served as Executive Vice President of First City Industries, Inc. a diversified
manufacturing and real estate development company since May 1986, and as
Executive Vice President of First City Properties, Inc. from April 1984 until
May 1991.
Mr. Hyman Belzberg, age 70, has been for more than the last five years
the President of Bel-Alta Holdings Ltd. which is a real estate and mortgage
investment company. He was a Director and Vice President of First City Trust
and First City Financial Corp. for 20 years. He operated a large retail
furniture business from 1945 to 1994. Mr. Belzberg is also on the Board of the
Canadian Athletic Foundation and is the President of Gaslight Square Ltd. and
623201 Alberta Ltd., both of which are real estate and investment companies.
Mr. Samuel Belzberg, age 66, is the Chairman of the Board of Balfour
Holdings, Inc., a real estate and land development company in eight cities in
the United States and Canada. Mr. Belzberg is the Chairman of Franklin Supply
Company, an oilfield supply company in Western Canada. Between 1983 and 1991,
Mr. Belzberg was Chairman and Chief Executive Officer of First City Financial
Corporation, a financial services group in Canada, and previously was President
of the company between the years 1970-1983 and 1986-1991.
Mr. William Belzberg, age 62, has been a director of the Company since
1974. He has served as Chairman of the Board of Directors of the Company since
1977, and from 1977 to January 1991 he served as Chairman of the Board of
Directors of FarWest Savings and Loan Association, a savings and loan
association owned by the Company during that period. Mr. Belzberg was also
President and Chief Executive Officer of the Company in 1987 and 1988 and has
served in that capacity since September 1990.
Dr. George, age 59, has been a director of the Company since 1979.
She has been a Professor of Business Law in the Department of Finance, Real
Estate Law in the College of Business Administration, California State
University, Long Beach since 1961 and is currently in the position of Associate
Dean of Academic Affairs. Also, she has served as the department chairperson.
She is a former
3
<PAGE>
President of American Business Law Association. Dr. George is Chairperson of
the California State University Forty Niner Shops, which operates the bookstore
and food service operations for the University.
Mr. Hall, age 73, has been a director of the Company since 1979. He
has been a television producer, performer and philanthropist for more than the
past twenty-five years.
Mr. Ziffren, age 70, has been a director of the Company since 1979.
Effective January 1, 1991 he became a retired former partner/advisory counsel to
the law firm of Gibson, Dunn & Crutcher, Los Angeles, California. For more than
five years prior to that he was a partner of that firm.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
LISTED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors is currently comprised
of Mr. Baum, Mr. Behrle and Dr. George. The Audit Committee's responsibilities
include assisting with the selection of the Company's independent auditors,
reviewing the scope and results of the annual audit and monitoring internal
accounting controls. All members of the Audit Committee attended the one
meeting of the Audit Committee held during 1994.
The Board of Directors does not have a standing nominating or
compensation committee.
MEETINGS OF THE BOARD OF DIRECTORS
During 1994 there were six meetings of the Board of Directors of the
Company. All directors participated in more than 75% of the board meetings,
except Mr. Baum and Mr. Hall who did not participate in two of the meetings, and
three of the meetings, respectively.
EXECUTIVE OFFICER COMPENSATION
For the years 1992 and 1993 no executive officer of the Company was
paid compensation in excess of $100,000 per year, and during that period of time
Mr. Belzberg, the Chief Executive Officer of the Company, served without
compensation except as indicated in the table below. The table reflects
compensation paid to Mr. Belzberg for the month of December 1993, which was the
first month of a new compensation arrangement for Mr. Belzberg approved by the
Board of Directors on December 2, 1993 under which he will receive an annual
salary of $200,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Name and Principal Position Year Salary
--------------------------- ---- ------
<S> <C> <C>
William Belzberg, 1994 $200,000
Chairman of the Board and Chief Executive 1993 16,667
Officer of the Company 1992 -0-
</TABLE>
The only other compensation received by Mr. Belzberg during 1994 was
$8,000 for fees earned as a director.
4
<PAGE>
DIRECTOR COMPENSATION
During January and February of 1994, directors of the Company were paid
$250 per month for service on the Board and $250 per month for each committee of
the Board on which they served as well as $250 for each meeting of the Board of
Directors or committee which they attended. These amounts were increased to
$500 in March 1994.
STOCK OPTION GRANTS
Stock options were granted during the fiscal year ended December 31, 1994
to the Executive as follows:
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NO. OF SHARES % OF TOTAL SHARES STOCK PRICE APPRECIATION
UNDERLYING UNDERLYING OPTIONS FOR OPTION TERM (1)
OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED (1) IN FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Phillip J. Gitzinger 50,000 (2) 100% $0.875 6/16/99 $12,250 $26,750
<FN>
(1) The options were granted under the Company's 1986 Incentive Stock Option
Plan and have a per share exercise price that is equal to the market value
of the common stock on the date of the grant.
(2) The options vest in 20% increments on June 20, 1995, 1996, 1997, 1998 and
May 20, 1999.
</TABLE>
STOCK OPTION EXERCISES AND HOLDINGS
The table on the following page provides information with respect to
all Executives and Directors concerning the exercise of options during the
fiscal year ended December 31, 1994 and unexercised options held by the
Executives and Directors as of December 31, 1994.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES SHARES UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS AT 12/31/94 OPTIONS AT 12/31/94
ON VALUE ---------------------------------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight C. Baum - $ - 5,000 $ - $ -
Keenan Behrle - - 25,000 - -
William Belzberg - - 150,000 - -
Barbara C. George - - 5,000 - -
Monty Hall - - 5,000 - -
Lester Ziffren - - 5,000 - -
Philip J. Gitzinger - - - 50,000 15,625
</TABLE>
INDEMNITY AGREEMENTS
At the 1987 Annual Meeting of Stockholders of the Company, the
stockholders approved indemnity agreements which have been entered into with
officers and directors of the Company and its subsidiaries. The indemnity
agreements provide, subject to the satisfaction of certain requirements, for the
Company to indemnify the officer or director against expenses (as defined
therein), judgments, fines and penalties incurred by such officer or director in
connection with a threatened or pending proceeding in which the officer or
director may have been involved by reason of the fact that he or she was an
officer or director of the Company, by reason of any action taken by him or her
or of an inaction on his or her part while acting as such officer or director or
by reason of serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.
EXECUTIVE COMPENSATION REPORT
The policies applicable to determining the compensation of executive
officers of the Company are determined by the full Board of Directors, not a
committee thereof, except that Mr. Belzberg, who is both an executive officer
and a director, does not participate in the determination of policies affecting
his compensation. The following report on executive compensation has been
provided by the members of the Board of Directors other than Mr. Belzberg.
Mr. Belzberg is one of two executive officers of the Company. From
January 1992 through November 1993 Mr. Belzberg received no compensation for his
services to the Company as an executive officer. On December 2, 1993 the Board
of Directors, without the participation of Mr. Belzberg, determined that the
Company would pay to Mr. Belzberg an annual salary of $200,000 commencing with
the month of December 1993. The amount of compensation reflects the judgment of
the directors as to what is appropriate for the position of Chief Executive
Officer, given the unusual circumstances of the Company. As is indicated in
more detail in the Annual Report accompanying this Proxy Statement, the
Resolution Trust Corporation took possession of the savings and loan association
owned by the Company in January 1991, and since that time the Company has been
engaged in several different business activities but on a smaller scale. The
Board also took into account the fact that Mr. Belzberg has served without
compensation for more than two and one-half years and that he has spent in the
past, and continues to spend, substantial time and effort on the Company's
affairs. No specific performance criteria were relied upon in setting his
compensation.
6
<PAGE>
Mr. Philip J. Gitzinger is the other executive officer of the Company.
Mr. Gitzinger, Executive Vice President and Chief Financial Officer, joined the
Company in June, 1994 at an annual salary of $125,000. The Board of Directors
approved this salary on May 26, 1994. The amount of compensation reflects the
judgment of the directors as to what is appropriate for this position. No
specific performance criteria were relied upon in setting his compensation.
The Board of Directors (without the participation of Mr. Belzberg)
expects to consider at the end of 1995 the possibility of paying Mr. Belzberg a
bonus in addition to his salary, although no decision has been made as to
whether or not a bonus will be paid and no criteria for determining the amount
of the bonus have been determined.
Dwight C. Baum, Keenan Behrle, Barbara C. George, Monty Hall,
and Lester Ziffren,
Members of the Board of Directors
THE FOREGOING REPORT OF THE BOARD OF DIRECTORS SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE IN ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT
OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THE REPORT BY REFERENCE.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The following graph compares total stockholder return on the Company's
Common Stock with total stockholder return on the Dow Jones Equity Market Index
and the Dow Jones Real Estate Investment Sector for the period from January 1,
1990 through December 31, 1994. For this purpose, total stockholder return is
determined by adding the increase in the share price during the period to the
cumulative amount of dividends paid during that period, assuming dividend
reinvestment. The resulting sum is then divided by the closing share price at
December 31, 1989 to reflect the total return as a percentage of that beginning
value. For years in which the price of the stock decreased from the beginning
of the year to the end of the year, the decrease is reflected in the calculation
as a negative number.
PERFORMANCE GRAPH
WESTMINSTER CAPITAL, INC. DOW JONES EQUITY DOW JONES REAL ESTATE
MARKET INDEX INVESTMENT SECTOR
1989 100 100 100
1990 5 125 105
1991 5 168 118
1992 5 180 118
1993 18 198 120
1994 12 200 147
7
<PAGE>
___________________
THE TOTAL STOCKHOLDER RETURNS AS DEPICTED ON THE GRAPH ARE NOT
NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. MANY OF THE COMPANIES INCLUDED IN
THE DOW JONES EQUITY INDEX AND IN THE DOW JONES REAL ESTATE INVESTMENT SECTOR
HAVE SUBSTANTIALLY GREATER REVENUES AND SUBSTANTIALLY GREATER MARKET
CAPITALIZATION THAN THE COMPANY. ALSO THE COMPANIES INCLUDED IN THE DOW JONES
REAL ESTATE INVESTMENT SECTOR ARE NOT DIRECTLY COMPARABLE TO THE COMPANY BECAUSE
DURING THE FIVE YEAR PERIOD PRESENTED IN THE GRAPH THE COMPANY'S OPERATIONS
RELATED TO SEVERAL DIFFERENT INDUSTRIES, ALTHOUGH REAL ESTATE INVESTMENT
REPRESENTED A SIGNIFICANT PART OF THE COMPANY'S ACTIVITIES.
THE PERFORMANCE GRAPH AND RELATED DISCLOSURE SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE IN ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT
OF 1933 OR THE SECURITIES ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THE GRAPH AND SUCH DISCLOSURE BY REFERENCE.
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth as of April 14, 1995 the number of
shares of the Company's Common Stock known to the Company to be owned
beneficially by each person who owned more than 5% of the outstanding shares, by
each nominee for election as a director and by all present directors and
executive officers as a group. Except as indicated in the notes to the table,
each person named has sole voting and investment power with respect to the
shares indicated.
<TABLE>
<CAPTION>
SHARES OF COMMON
NAME AND ADDRESS OF STOCK BENEFICIALLY
BENEFICIAL OWNER OWNED (1) PERCENT OF CLASS
- ------------------- ------------------ ----------------
<S> <C> <C>
William Belzberg (2),(3) 1,702,820 (4) 21.79% (4)
9665 Wilshire Blvd.
Suite M-10
Beverly Hills, CA 90212
Hyman Belzberg (2),(3),(5) 1,461,624 18.70%
777 Hornby St.
Vancouver, B.C.
Canada V6Z 1S4
Samuel Belzberg (2),(3),(5) 1,387,048 17.75%
777 Hornby St.
Vancouver, B.C.
Canada V6Z 1S4
Dwight C. Baum (6) 74,000 less than 1%
Keenan Behrle (7) 25,000 less than 1%
Barbara C. George, Ph.D. (6) 5,000 less than 1%
Monty Hall (6) 5,000 less than 1%
Lester Ziffren (6) 8,000 less than 1%
All Directors and Officers as a 1,819,820 22.72%
Group (7 persons)
8
<PAGE>
<FN>
___________________
(1) This table may not reflect limitations on voting power and investment power
arising under community property and similar laws.
(2) Messrs. William Belzberg, Hyman Belzberg and Samuel Belzberg are brothers.
(3) An Amendment No. 42 to a Schedule 13D filed on November 25, 1988 with the
Securities and Exchange Commission (the "Schedule 13D Amendment") by Messrs.
William Belzberg, Samuel Belzberg, Hyman Belzberg, Gibralt Holdings, Ltd., a
Canadian corporation ("Gibralt"), and Padena Holdings, Ltd., a Canadian
corporation ("Padena"), states that such persons may be deemed to be a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
and the rules and regulations thereunder. That statement is made expressly
without admitting that any such person is a member of a group or has any
interest (beneficial or otherwise) in any shares held by any other person
(except as between Hyman Belzberg and Padena and as between Samuel Belzberg and
Gibralt). Based on the Schedule 13D Amendment, the aggregate number of shares
owned beneficially by the persons making the filing is 4,551,492, which
represents 58.24% of the outstanding shares of Common Stock.
(4) Includes 150,000 shares which may be acquired through exercise of an
option. The shares are deemed to be outstanding for the purpose of computing
the percentage of the outstanding shares beneficially owned by Mr. Belzberg.
(5) Based on the Schedule 13D Amendment, the shares shown in the table as being
beneficially owned by Hyman Belzberg are owned of record by Padena, of which
Hyman Belzberg is the sole director, officer and stockholder, and the shares
shown in the table as owned beneficially by Samuel Belzberg are owned of record
by Gibralt, of which Samuel Belzberg is the sole director, officer and
stockholder.
(6) Includes 5,000 shares which may be acquired through exercise of an option.
The shares are deemed to be outstanding for the purpose of computing the
percentage of the outstanding shares beneficially owned by each individual.
(7) Includes 25,000 shares which may be acquired through exercise of an option.
The shares are deemed to be outstanding for the purpose of computing the
percentage of the outstanding shares beneficially owned by Mr. Behrle.
</TABLE>
9
<PAGE>
THE COMPANY'S RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick was engaged by the Company to be its independent
certified public accountants for 1993 in July 1993 and has been selected by the
Company's Board of Directors to continue to serve as the accountants for the
Company for 1995. Representatives of KPMG Peat Marwick are expected to be
present at the Annual Meeting of Stockholders, they will have the opportunity to
make any statement they desire to make and they are expected to be available to
respond to appropriate questions.
During the two fiscal years ended December 31, 1992 and 1991 and the
subsequent interim period through July 16, 1993, there was a disagreement with
Deloitte & Touche that arose in connection with their 1992 audit with respect to
the ultimate collectability of an income tax refund claim pending with the State
of California. After review of the matter with the Company's Board of Directors
and Deloitte & Touche, the Company established a valuation allowance for the
refund claim. This resolution was satisfactory to Deloitte & Touche. The Board
of Directors of the Company subsequently retained KPMG Peat Marwick to serve as
it's auditors and has authorized Deloitte & Touche to fully discuss the matter
with KPMG Peat Marwick.
The audit report of Deloitte & Touche, dated March 25, 1993 on the
consolidated statement of operations of Westminster Capital, Inc. and
subsidiaries for the year ended December 31, 1992 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
audit scope or accounting principles.
STOCKHOLDERS' PROPOSALS
Any stockholder of the Company wishing to submit a proposal for
inclusion in the proxy statement relating to the Company's 1996 Annual Meeting
of Stockholders must have delivered such proposal to the Company at its
principal office on or before December 19, 1995. The Board of Directors will
review any proposals from eligible stockholders which it receives by that date
and will determine whether any such proposal will be included in the 1996 proxy
solicitation materials. An eligible stockholder is one who at the time of
submission of the proposal is the record or beneficial owner of at least 1% or
$1,000 in market value of securities entitled to be voted at the 1996 Annual
Meeting of Stockholders, who has held such securities for at least one year and
who shall continue to own such securities through the date on which the meeting
is held.
10
<PAGE>
ANNUAL REPORT
Concurrently with this Proxy Statement the Company is providing to
each stockholder a copy of its Annual Report to Stockholders, which consists of
its Annual Report on Form 10-K filed with the Securities and Exchange
Commission. If for any reason a stockholder does not receive the accompanying
Annual Report, the Company will provide any such stockholder a copy (without
charge) upon the stockholder's written request. Requests should be directed to:
Westminster Capital, Inc., Attn: Shareholders Relations, 9665 Wilshire
Boulevard, Suite M-10, Beverly Hills, California 90212.
By order of the Board of Directors,
/s/ Philip J. Gitzinger
Philip J. Gitzinger
Corporate Secretary
Beverly Hills, California
April 18, 1995
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can execute the proxy. Accordingly, please
contact the person responsible for your account and give instructions regarding
the execution of the enclosed consent.
11
<PAGE>
WESTMINSTER CAPITAL, INC.
PROXY
The undersigned hereby appoints William Belzberg and Philip J. Gitzinger,
and either of them acting alone, with full power of substitution and revocation,
as proxies of the undersigned to vote all shares of Common Stock of Westminster
Capital, Inc. (the "Company") which the undersigned is entitled to vote at the
1995 Annual Meeting of Stockholders of the Company to be held on June 13, 1995,
or at any adjournment of postponement thereof, upon the matters referred to on
the reverse side of this Proxy and, in their discretion, upon any other
business that may come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ON THE REVERSE SIDE.
IMPORTANT - PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
------------
SEE REVERSE
SIDE
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<PAGE>
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION OF ALL THE NOMINEES
LISTED BELOW.
1.Election of Directors
NOMINEES: DWIGHT C. BAUM, KEENAN BEHRLE,
HYMAN BELZBERG, SAMUEL BELZBERG,
WILLIAM BELZBERG, BARBARA C. GEORGE,
MONTY HALL, LESTER ZIFFREN
/ / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES
/ / ________________________________________________________
For only the nominees listed above and allocate my votes
among them equally unless otherwise specified above.
If the total number of votes indicated above exceeds the number of votes the
undersigned is entitled to cast, the undersigned's votes shall be divided as
equally as possible among the nominees indicated by the undersigned.
(Please date this Proxy and sign EXACTLY as your name appears on this card.
Joint owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers should give full title. This Proxy
shall be valid and may be voted, however, regardless of the form of signature.)
Signature: ______________________________________ Date _______________________
Signature: ______________________________________ Date _______________________
